This agreement, made and entered into June 15, 2004, is between MultiCell Technologies, Inc., a corporation
organized and existing under the laws of Delaware, with its principal office located at 55 Access Rd., Suite 700,
W a r w i c k , R h o d e I s l a n d , 0 2 8 8 6 r e f e r r e d t o a s t h e c o r p o r a t i o n ,
___________________________________________________, referred to as the indemnified party.
A. The corporation is currently engaged in research, development, and commercialization of cellular products and
B. At the request of the corporation, the indemnified party currently serves or may soon serve as a director
and/or officer of the corporation (and may from time to time serve as a director and/or officer of one or more
subsidiaries of the corporation), and, as such, may be subjected to claims, actions, suits or proceedings arising
out of or as a result of this service.
C. The corporation currently maintains a policy of directors and officers' liability insurance covering certain
liabilities that may be incurred by indemnified party as a director and/or officer.
D. Due to the fact that the indemnification provisions of the General Corporate Laws of Delaware ("GCLD") and
the corporation's articles of incorporation may be amended, modified or repealed, that the corporation may be
unable to continue to purchase and maintain adequate directors and officers' liability insurance and that there may
be other substantial uncertainties associated with the business of the corporation, indemnified party does not
regard that rights to indemnification granted to him or her under the provisions of the GCLD and the corporation's
articles of incorporation and under directors and officers' liability insurance as adequate to protect him against the
risks associated with service as a director and/or officer of the corporation; and the indemnified party may not be
willing to serve or to continue to serve as a director an